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McDONALD'S RESTAURANTS OF ILLINOIS v. C. I. R.

United States Court of Appeals, Seventh Circuit (1982) | 688 F.2d 520

4 min read

TL;DR: An acquiring corporation gave stock to target shareholders who had a pre-arranged plan to immediately sell it. The court applied the step-transaction doctrine, integrating the merger and sale into a single taxable purchase, thus denying tax-free reorganization status and allowing the acquirer a higher basis.

Legal Significance: This case affirms a broad, substance-over-form application of the step-transaction doctrine to the continuity of interest requirement, holding that a pre-existing intent to sell, without a binding commitment, can disqualify a transaction from tax-free reorganization treatment.

The difference between ordinary and extraordinary is practice.

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